Current Report Filing (8-k)
February 23 2022 - 4:01PM
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d)
of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): February 16, 2022
HEALTH
ASSURANCE ACQUISITION CORP.
(Exact name of registrant as specified in its
charter)
Delaware |
|
001-39702 |
|
85-2899745 |
(State or other jurisdiction of
incorporation or organization) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
20 University Road
Cambridge,
Massachusetts 02138 |
(Address of principal executive offices, including
zip code) |
|
(617) 234-7000
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since
last report)
|
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to
Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
SAILSM(Stakeholder
Aligned Initial Listing) securities, each consisting of one share of Class A Common Stock, $0.0001 par value, and one-fourth of one redeemable
warrant |
|
HAACU |
|
The
Nasdaq Stock Market LLC |
Class
A Common Stock included as part of the SAILSM securities |
|
HAAC |
|
The
Nasdaq Stock Market LLC |
Warrants
included as part of the SAILSM securities, each whole warrant exercisable for one share of Class A Common Stock at an exercise
price of $11.50 |
|
HAACW |
|
The
Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company x
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act.
Item 4.02 Non-Reliance on Previously Issued Financial Statements
or a Related Audit Report or Completed Interim Review.
On February 16, 2022,
the audit committee of the board of directors (the “Audit Committee”) of Health Assurance Acquisition Corp. (the “Company”),
after discussion with the Company’s management, concluded that the previously issued interim financial statements contained in the
Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021, as amended, should no longer
be relied upon because of an error in the financial statements. Similarly, other communications describing the Company’s financial
statements and other related financial information covering the same period should no longer be relied upon.
The error was identified
by the Company during its annual review process and relates to the amount of legal costs included in the General and Administrative
Expenses line item in the Company’s Unaudited Condensed Statement of Operations. As a result of the error, the amount of legal
costs recorded as expenses in the third quarter actually represented the total amount of deferred legal costs (including those
recorded in previous quarters), thereby resulting in an overstatement of the legal expenses, and therefore, the General and
Administrative Expenses and deferred legal fees on the balance sheet, by approximately $2.8 million.
The Company intends to file
a Form 10-Q/A restating the previously filed unaudited interim condensed financial statements for the quarter ended September 30,
2021 as soon as practicable. The following table reflects the financial statement line items impacted, together with the adjusted amounts,
that will be included in the restated financial statements. For the avoidance of doubt, the following tables include only those line items
impacted by the restatement:
Impact of Restatement
Unaudited Condensed
Statement of Operations Data | |
As
Previously Reported | | |
Adjustment | | |
As Restated | |
For the Three Months Ended September
30, 2021 (unaudited) | |
| | | |
| | | |
| | |
General
and administrative expenses | |
$ | 3,115,251 | | |
$ | (2,800,976 | ) | |
$ | 314,275 | |
Loss from operations | |
$ | (3,445,662 | ) | |
$ | 2,800,976 | | |
$ | (644,686 | ) |
Income before
income tax expense | |
$ | 18,159,801 | | |
$ | 2,800,976 | | |
$ | 20,960,777 | |
Net income | |
$ | 18,168,803 | | |
$ | 2,800,976 | | |
$ | 20,969,779 | |
Weighted average
shares outstanding- Class A common stock | |
| 52,500,000 | | |
| - | | |
| 52,500,000 | |
Basic and diluted
earnings per share - Class A common stock | |
$ | 0.33 | | |
$ | 0.05 | | |
$ | 0.38 | |
Weighted average
shares outstanding - Class B common stock | |
| 2,625,000 | | |
| - | | |
| 2,625,000 | |
Basic and diluted
earnings per share - Class B common stock | |
$ | 0.33 | | |
$ | 0.05 | | |
$ | 0.38 | |
For the Nine Months Ended September
30, 2021 (unaudited) | |
| | | |
| | | |
| | |
General and administrative
expenses | |
$ | 7,574,124 | | |
$ | (2,800,976 | ) | |
$ | 4,773,148 | |
Loss from operations | |
$ | (8,536,315 | ) | |
$ | 2,800,976 | | |
$ | (5,735,339 | ) |
Income before
income tax expense | |
$ | 40,503,750 | | |
$ | 2,800,976 | | |
$ | 43,304,726 | |
Net income | |
$ | 40,488,831 | | |
$ | 2,800,976 | | |
$ | 43,289,807 | |
Weighted average
shares outstanding - Class A common stock | |
| 52,500,000 | | |
| - | | |
| 52,500,000 | |
Basic and diluted
earnings per share - Class A common stock | |
$ | 0.73 | | |
$ | 0.06 | | |
$ | 0.79 | |
Weighted average
shares outstanding - Class B common stock | |
| 2,625,000 | | |
| - | | |
| 2,625,000 | |
Basic and diluted
earnings per share - Class B common stock | |
$ | 0.73 | | |
$ | 0.06 | | |
$ | 0.79 | |
The Company does not expect
any of the above changes will have any impact on its cash position and cash held in the trust account established in connection with the
Company’s initial public offering.
The Company’s management
has concluded that in light of the errors described above, a material weakness existed in the Company’s internal control over financial
reporting for the quarter ended September 30, 2021 and that the Company’s disclosure controls and procedures were not effective.
The Company’s remediation plan with respect to such material weakness will be described in more detail in the Form 10-Q/A.
The Audit Committee has discussed
the matters disclosed in this Current Report on Form 8-K pursuant to this Item 4.02 with WithumSmith+Brown, P.C., the Company’s
independent registered public accounting firm.
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Date: February 23, 2022 |
HEALTH ASSURANCE ACQUISITION CORP. |
|
|
|
By: |
/s/ Hemant Taneja |
|
Name: |
Hemant Taneja |
|
Title: |
Chief Executive Officer (Principal Executive Officer and Principal Financial Officer) |
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